4th resolution  [ Return towards  Resolutions  ]

The 4^th resolution renews the authorization granted to the Board of Directors to buy back its own shares.

The maximum purchase price was set at 165 euros per share and the maximum number of shares to be purchased was set at 10% of the total number of shares making up the share capital as of December 31, 2007, i.e. 23,884,471 shares, for a maximum amount of 3,940,937,715 euros, subject to the legal limits. Please note that these shares may be purchased at any time, excluding the periods for public offerings on the Company’s share capital.

The objectives of the share buyback program are outlined in the 4^th resolution and in the program description available on the AMF (French Financial Market Authority) site, the shares bought back can henceforth be used in the implementation of employee share ownership transactions. This share buyback will compensate in the long term for the dilutive impact that the granting of stock options and/or the free grants of shares to employees may have for the shareholders.

This new authorization is granted for 18 months and supersedes that granted by the Ordinary Shareholders’ Meeting of May 9, 2007 that was partially used.

In 2007, the buyback program resulted in the purchase of 5.7 million shares (number adjusted for the division of the par value of the shares in 2), the cancellation of 789,000 shares with a par value of 11 euros (i.e. the equivalent of 1.6 million shares after adjustment for the two-for-one split) and the cancellation of 3.5 million shares with a par value of 5.50 euros.

Furthermore, pursuant to the liquidity agreement set up during the 2007 fiscal year 1.8 million shares* were purchased and 1.8 million shares* were sold.

* Number adjusted for the division of the par value of the shares in 2.

As of December 31, 2007, considering the shares purchased and cancelled during the year, the Company owns 2.3 million shares.

These shares represent 0.9% of your Company’s capital. They do not confer entitlement to voting rights and the corresponding dividends are allocated to retained earnings.

The shares purchased at the beginning of 2008 (i.e. 0.7 million shares) and those held as of December 31, 2007 were allocated for the purpose of a share exchange or payment within the scope of external growth transactions. On February 14, 2008, the Board decided to change this choice by allocating all the shares for the purpose of canceling them.

Authorization granted to the Board of Directors to allow the Company to trade in its own shares

The shareholders, deliberating according to the quorum and majority required for Ordinary Shareholders’ Meetings, after having reviewed the report of the Board of Directors, in accordance with Articles L. 225-209 et seq. of the French Commercial Code and the directly applicable provisions of the European Commission regulation no. 2273/2003 of December 22, 2003, authorize the Board of Directors to cause the Company to repurchase its own shares in order to:

• cancel them, subject to the adoption of the 14^th resolution;
• retain them for the purpose of tendering them within the scope of an exchange offer or for payment in external growth transactions, in accordance with recognized market practice and applicable regulations;
• implement (i) any share purchase option plans or (ii) bonus share allotment plans, or (iii) any employee share ownership transactions reserved for members of a company savings plan, performed under the terms and conditions set forth in Articles L. 443-1 et seq. of the French Employment Code through the transfer of shares acquired previously by the Company under this resolution, or providing for a bonus share allotment in respect of a contribution in shares by the Company and/or to replace the discount;
• maintain an active market in the Company’s shares pursuant to a market liquidity agreement in accordance with an ethics charter recognized by the French Financial Markets Authority (Autorité des Marchés Financiers).

The shareholders set the maximum purchase price at 165 euros per share with a par value of 5.50 euros and the maximum number of shares that can be bought back at 10% of the total number of shares comprising the share capital at December 31, 2007, i.e. 23,884,471 shares with a par value of 5.50 euros, for a maximum total amount of 3,940,937,715 euros, subject to the legal limits.

These shares may be purchased at any time, excluding the periods for public offerings on the Company’s share capital, and by all available means, either on or off a stock exchange, in private transactions or through the use of option mechanisms, and, if applicable, by all third parties acting on behalf of the Company, in accordance with the last paragraph of Article L. 225-206 of the French Commercial Code.

Shares bought back may be assigned or transferred in any manner on or off a stock exchange or through private transactions, in accordance with the applicable regulations and in compliance with the objectives set out above.
Dividends on own shares held by the Company shall be allocated to retained earnings.

This authorization is granted for a period of 18 months starting from the date of the Shareholders’ Meeting. It supersedes the authorization granted by the Ordinary Shareholders’ Meeting of May 9, 2007 with respect to the non-utilized portion of such authorization.

The shareholders give full powers to the Board of Directors, with the possibility of delegating such powers, to implement this authorization, place orders for trades, enter into all agreements, perform all formalities and make all declarations with regard to all authorities and, generally, do all that is necessary for the execution of any decisions made in connection with this authorization.
The Board of Directors shall inform the shareholders of any transactions performed in accordance with applicable regulations.